AUDITOR S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION. To the Shareholders of WHA Corporation Public Company Limited

Transcription

1 AUDITOR S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Shareholders of WHA Corporation Public Limited I have reviewed the accompanying consolidated and company statements of financial position as at 30 September 2016, and the related consolidated and company statements of comprehensive income for the three-month and nine-month periods then ended, the related consolidated and company statements of changes in shareholders equity and cash flows for the nine-month period then ended, and condensed notes to interim financial information of WHA Corporation Public Limited and its subsidiaries, and of WHA Corporation Public Limited, respectively. Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34, Interim Financial Reporting. My responsibility is to express a conclusion on this interim financial information based on my review. Scope of review I conducted my review in accordance with Thai Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. Conclusion Based on my review, nothing has come to my attention that causes me to believe that the interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34, Interim Financial Reporting. Chanchai Chaiprasit Certified Public Accountant (Thailand) No PricewaterhouseCoopers ABAS Ltd. Bangkok 10 November 2016

2 WHA CORPORATION PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL INFORMATION (UNAUDITED) 30 SEPTEMBER 2016

3 WHA Corporation Public Limited Statements of Financial Position As at 30 September 2016 Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December Restated Notes Assets Current assets Cash and cash equivalents 2,557,302,221 2,554,719,161 71,887, ,969,947 Temporary investment 198,402,815 1,515,244, ,878,521 17,137,868 Trade and other receivables, net 7 469,942, ,830,326 92,706, ,496,273 Advance payment for investment in available-for-sale - 743,449, ,449,220 Short-term loans to related parties 24 1,432,900,000 1,432,900,000 1,067,509,100 - Real estate development costs 8 15,413,156,334 15,425,268, Advance for construction 15,371, ,098,479 15,371,892 59,877,436 Other current assets 440,454, ,393,550 49,107,618 29,681,602 Non-current assets held for sale 9 7,237,678,176 3,986,725,451 3,405,785, ,832,952 Total current assets 27,765,208,795 26,232,629,352 4,877,246,234 2,113,445,298 Non-current assets Restricted bank deposits 1,522,469 2,180,851-1,948,650 Available-for-sale investment 10 2,858,004,025 2,286,296,330 2,857,525,120 2,285,800,350 Investments in associates 11 10,153,206,070 9,083,847, Investments in subsidiaries ,328,121,939 20,909,832,657 Interests in joint ventures ,853, ,151, ,525, ,062,608 Other long-term investments, net ,455, ,869, Investment properties, net 15 12,346,665,873 14,638,562,420 7,461,458,323 10,199,455,250 Property, plant and equipment, net 16 3,850,886,126 3,842,135,242 29,168,539 54,109,001 Leasehold rights, net 43,619,789 51,034,439-51,034,439 Intangible assets, net 4,172,785,054 4,184,843, Goodwills 17,575,045,652 17,575,045, Deferred income tax assets 262,821,435 92,371, ,617,497 30,883,723 Other non-current assets 341,074, ,255,811 52,484,809 71,532,887 Total non-current assets 52,753,939,418 52,833,594,382 34,681,901,227 34,149,659,565 Total assets 80,519,148,213 79,066,223,734 39,559,147,461 36,263,104,863 Director Director The accompanying notes are an integral part of this interim financial information. 2

4 WHA Corporation Public Limited Statements of Financial Position As at 30 September 2016 Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December Restated Notes Liabilities and shareholders equity Current liabilities Short-term loans from financial institutions 17 6,654,616,363 1,693,186,570 2,521,829,393 1,693,186,570 Trade and other payables 18 2,045,986,420 3,381,065, ,987, ,483,447 Subsidiary s share subscription payables ,445 Current portion of long-term loans 17 4,990,741,580 11,714,085,638 69,864, ,219,639 Current portion of debentures 19 6,884,347,051 3,174,986,778 3,083,715,639 1,629,224,736 Current portion of cash received from unearned income 20 61,483,893 60,391,893 61,483,893 60,391,893 Short-term loans from related parties ,500, ,500,000 Short-term loans from others 17 40,000,000 40,000, Advance received income 663,129, ,755,072 42,958,633 26,999,472 Income tax payable 22,231,027 61,361, Provisions from guarantee 34,647, ,579,114 7,791,800 10,156,766 Other current liabilities 67,601, ,323,417 2,917,410 49,006,552 Liabilities directly associated with assets classified as held for sale 9 1,460,333, ,277,429 1,317,598,997 3,503,745 Total current liabilities 22,925,118,867 20,902,012,749 7,792,648,167 6,057,894,265 Non-current liabilities Long-term loans 17 9,825,668,546 9,227,931, ,918,904 1,470,281,115 Debentures 19 22,571,222,742 21,777,248,027 11,927,942,468 8,759,538,960 Cash received from unearned income 20 2,420,598,842 2,509,437,684 2,420,598,842 2,509,437,684 Deferred income tax liabilities 2,179,472,670 2,108,141, Deposits from long-term lease agreement 187,410, ,608,990 57,910, ,109,891 Employee benefit obligations 104,168,422 95,371,958 23,068,763 19,660,867 Unearned income from rental and leasehold rights 153,275, ,880, Other non-current liabilities 319,665, ,859, ,073, ,226,605 Total non-current liabilities 37,761,483,379 36,505,480,314 14,797,513,059 13,064,255,122 Total liabilities 60,686,602,246 57,407,493,063 22,590,161,226 19,122,149,387 The accompanying notes are an integral part of this interim financial information. 3

5 WHA Corporation Public Limited Statements of Financial Position As at 30 September 2016 Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December Restated Notes Liabilities and shareholders equity (continued) Shareholders equity Share capital 21 Authorised share capital Ordinary shares, 15,677,730,186 shares of par 0.10 each 1,567,773,019 1,567,773,019 1,567,773,019 1,567,773,019 Issued and paid-up share capital Ordinary shares, 14,322,430,322 shares of paid-up 0.10 each 1,432,243,032 1,432,243,032 Ordinary shares, 14,322,341,668 shares of paid-up 0.10 each 1,432,234,167 1,432,234,167 Share premium on ordinary shares 12,391,309,606 12,390,954,530 12,391,309,606 12,390,954,530 Warrants ,347, ,407, ,347, ,407,236 Capital surplus from share swap 172,861, ,861, ,175, ,175,962 Retained earnings Appropriated - legal reserve 127,150,000 97,000, ,150,000 97,000,000 Unappropriated 4,124,848,837 3,658,019,623 1,841,141,705 2,109,361,231 Other components of equity 104,618, ,290, ,618, ,822,350 Equity attributable to owners of the parent 19,156,378,692 18,655,767,279 16,968,986,235 17,140,955,476 Non-controlling interests 676,167,275 3,002,963, Total shareholders equity 19,832,545,967 21,658,730,671 16,968,986,235 17,140,955,476 Total liabilities and shareholders equity 80,519,148,213 79,066,223,734 39,559,147,461 36,263,104,863 The accompanying notes are an integral part of this interim financial information. 4

6 WHA Corporation Public Limited Statements of Comprehensive income (Unaudited) For the three-month period ended 30 September 2016 Note Revenues from leases and services 982,955, ,234, ,535, ,789,753 Revenues from sales of real estate 317,197, ,582, Costs of leases and services (438,106,658) (345,490,064) (82,816,648) (81,433,099) Costs of sales of real estate (183,625,276) (120,280,536) - - Gross profit 678,420, ,046, ,719, ,356,654 Other income 107,868,741 94,142,771 60,894, ,253,881 Selling expenses (40,242,665) (28,315,924) - - Administrative expenses (245,515,367) (165,395,351) (87,595,767) (43,890,374) Finance costs (628,163,881) (650,827,162) (194,939,755) (268,882,168) Share of profit of associates and joint ventures 220,455, ,689, Profit (loss) before income tax 92,822,812 25,340,249 (102,922,169) 99,837,993 Income tax 23 (12,266,908) (35,187,696) 25,458,560 (3,240,431) Profit (loss) for the period 80,555,904 (9,847,447) (77,463,609) 96,597,562 Other comprehensive income Items that will be reclassified to profit or loss Change in value of available-for-sale investments (30,415,621) 72,213,063 (30,419,400) 72,450,244 Currency translation differences (3,729,079) 633, Income tax relating to items that will be reclassified to profit or loss 15,330,722 (14,515,773) 15,153,860 (14,490,049) Total items that will be reclassified to profit or loss (18,813,978) 58,330,922 (15,265,540) 57,960,195 Other comprehensive income (expense) for the period, net of tax (18,813,978) 58,330,922 (15,265,540) 57,960,195 Total comprehensive income (expense) for the period 61,741,926 48,483,475 (92,729,149) 154,557,757 The accompanying notes are an integral part of this interim financial information. 5

7 WHA Corporation Public Limited Statements of Comprehensive income (Unaudited) For the three-month period ended 30 September 2016 Profit (loss) attributable to: Owners of the parent 42,563,133 (52,741,140) (77,463,609) 96,597,562 Non-controlling interests 37,992,771 42,893, Profit (loss) for the period 80,555,904 (9,847,447) (77,463,609) 96,597,562 Total comprehensive income (expense) attributable to: Owners of the parent 23,749,155 5,589,782 (92,729,149) 154,557,757 Non-controlling interests 37,992,771 42,893, Total comprehensive income (expense) for the period 61,741,926 48,483,475 (92,729,149) 154,557,757 Earnings (losses) per share for owners of the parent Basic earnings (losses) per share (0.0039) (0.0054) Diluted earnings (losses) per share (0.0039) (0.0054) The accompanying notes are an integral part of this interim financial information. 6

8 WHA Corporation Public Limited Statements of Comprehensive income (Unaudited) Notes Revenues from leases and services 2,700,469,212 2,130,757, ,795, ,863,146 Revenues from sales of real estate 1,139,307, ,117,018-16,836,593 Costs of leases and services (1,281,136,795) (878,053,374) (239,118,038) (236,262,543) Costs of sales of real estate (792,145,821) (492,841,415) - (16,474,730) Gross profit 1,766,494,415 1,490,979, ,677, ,962,466 Other income 334,966, ,531, ,397, ,823,739 Selling expenses (107,410,712) (69,267,843) - - Administrative expenses (720,309,383) (532,696,291) (244,322,446) (242,385,583) Finance costs (1,855,594,349) (1,585,599,826) (605,296,512) (701,578,115) Share of profit of associates and joint ventures 11, 13 1,161,286, ,526, Profit (loss) before income tax 579,432, ,473,944 (342,543,752) (225,177,493) Income tax 23 13,097,325 (54,591,325) 104,474,226 (8,548,252) Profit (loss) for the period 592,529, ,882,619 (238,069,526) (233,725,745) Other comprehensive income Items that will be reclassified to profit or loss Change in value of available-for-sale investments 68,231, ,848,431 69,536, ,540,139 Currency translation differences (10,561,755) 932, Income tax relating to items that will be reclassified to profit or loss (3,301,402) (48,385,138) (3,740,451) (48,308,028) Total items that will be reclassified to profit or loss 54,367, ,395,545 65,796, ,232,111 Other comprehensive income for the period, net of tax 54,367, ,395,545 65,796, ,232,111 Total comprehensive income (expense) for the period 646,897, ,278,164 (172,273,418) (40,493,634) The accompanying notes are an integral part of this interim financial information. 7

9 WHA Corporation Public Limited Statements of Comprehensive income (Unaudited) Profit (loss) attributable to: Owners of the parent 496,979, ,792,045 (238,069,526) (233,725,745) Non-controlling interests 95,550, ,090, Profit (loss) for the period 592,529, ,882,619 (238,069,526) (233,725,745) Total comprehensive income (expense) attributable to: Owners of the parent 551,347, ,187,590 (172,273,418) (40,493,634) Non-controlling interests 95,550, ,090, Total comprehensive income (expense) for the period 646,897, ,278,164 (172,273,418) (40,493,634) Earnings (losses) per share for owners of the parent Basic earnings (losses) per share (0.0166) (0.0187) Diluted earnings (losses) per share (0.0166) (0.0187) The accompanying notes are an integral part of this interim financial information. 8

10 WHA Corporation Public Limited Statements of Changes in Shareholders Equity (Unaudited) Owners of the parent Other components of equity Change Premium Capital Other comprehensive income in parent's Issued on paid-up surplus Retained earnings Available- ownership Total Nonand paid-up ordinary from Appropriated for-sale Currency Actuarial interests in owners of controlling share capital shares Warrants share swap - legal reserve Unappropriated investments translation losses subsidiaries the parent interests Total Notes Opening balance ,891,769 1,548,743, ,861,100 90,000,000 1,711,289,570 (6,714,728) ,480,071,443-4,480,071,443 Capital increase 350,506,097 7,781,331, ,407, ,935,244,865 3,095,822,379 12,031,067,244 Legal reserve ,000,000 (7,000,000) Decrease in non-controlling interests (1,182) (1,182) Dividend paid from subsidiaries to non-controlling interests (306,126,814) (306,126,814) Total comprehensive income for the period ,792, ,463, , ,187, ,090, ,278,164 Closing balance ,314,397,866 9,330,075, ,407, ,861,100 97,000,000 1,873,081, ,748, , ,779,503,898 2,914,784,957 16,694,288,855 Opening balance ,432,234,167 12,390,954, ,407, ,861,100 97,000,000 3,658,019, ,413,978 (5,735,832) (4,387,523) - 18,655,767,279 3,002,963,392 21,658,730,671 Capital increase from warrant conversion 21, 22 8, ,076 (59,764) , ,177 Legal reserve ,150,000 (30,150,000) Change in parent's ownership interests in subsidiaries (51,039,884) (51,039,884) (2,367,574,098) (2,418,613,982) Dividend paid from subsidiaries to non-controlling interests (54,772,523) (54,772,523) Total comprehensive income (expense) for the period ,979,214 64,929,661 (10,561,755) ,347,120 95,550, ,897,624 Closing balance ,432,243,032 12,391,309, ,347, ,861, ,150,000 4,124,848, ,343,639 (16,297,587) (4,387,523) (51,039,884) 19,156,378, ,167,275 19,832,545,967 The accompanying notes are an integral part of this interim financial information. 9

11 WHA Corporation Public Limited Statements of Changes in Shareholders Equity (Unaudited) Other components of equity Premium Capital Other comprehensive income Issued on paid-up surplus Retained earnings Availableand paid-up ordinary from Appropriated for-sale Actuarial share capital shares Warrants share swap - legal reserve Unappropriated investments losses Total Notes Opening balance ,891,769 1,548,743, ,175,962 90,000,000 1,513,414,778 (7,060,791) - 4,311,165,450 Capital increase 350,506,097 7,781,331, ,407, ,935,244,865 Legal reserve ,000,000 (7,000,000) Total comprehensive income (expense) for the period (233,725,745) 193,232,111 - (40,493,634) Closing balance ,314,397,866 9,330,075, ,407, ,175,962 97,000,000 1,272,689, ,171,320-13,205,916,681 Opening balance ,432,234,167 12,390,954, ,407, ,175,962 97,000,000 2,109,361, ,209,873 (4,387,523) 17,140,955,476 Capital increase from warrant conversion 21, 22 8, ,076 (59,764) ,177 Legal reserve ,150,000 (30,150,000) Total comprehensive income (expense) for the period (238,069,526) 65,796,108 - (172,273,418) Closing balance ,432,243,032 12,391,309, ,347, ,175, ,150,000 1,841,141, ,005,981 (4,387,523) 16,968,986,235 The accompanying notes are an integral part of this interim financial information. 10

12 WHA Corporation Public Limited Statements of Cash Flows (Unaudited) Notes Cash flows from operating activities Profit (loss) before income tax 579,432, ,473,944 (342,543,752) (225,177,493) Adjustments for : Reversal of allowance for doubtful debt (804,021) (6,599,459) - (7,404,359) Depreciation 15, ,912, ,459, ,684, ,007,694 Amortisation 14,577,186 10,794,109 1,477,898 1,683,099 Write-off intangible assets 12,057, ,464, Write-off income tax 2,119, Gain from sale temporary investment (13,797,301) (23,732,977) (4,030,485) (17,130,280) Gain from sale investment in available-for-sale (3,708,370) - (3,644,119) - Loss from sale investments in associates 645, Gain from sale investments in subsidiaries - (96,482,775) - - Gain from sale interests in joint ventures (784,117) - (10,492,404) - Gain from sale investment properties - (23,664,860) - (361,863) Gain from sale property, plant and equipment (1,320,089) (7,653,811) (485,702) (7,056) Amortisation of other long-term investments 10,414, Amortisation of right from investments in associates - 882, Recognition of income from operating lease agreements (25,304,353) (56,108,075) (19,142,130) (38,678,592) Provisions from guarantee 50,119,101 3,846,605 31,491,660 - Employee benefit obligations 11,794,102 7,019,104 3,407,896 1,657,960 Recognition of income from rental and leasehold rights (4,605,339) (3,084,447) - - Interest income (79,225,217) (89,342,917) (26,295,439) (1,904,329) Dividend income (128,376,706) (84,491,507) (125,522,832) (352,838,066) Finance costs 1,855,594,349 1,585,599, ,296, ,578,115 Share of profit from associates and joint ventures 11, 13 (1,161,286,335) (652,526,268) - - Changes in operating assets and liabilities : Trade and other receivables (96,377,392) (81,576,427) 47,530,916 23,589,107 Real estate development costs (120,704,862) (1,343,997,343) - - Other current assets (152,919,145) (16,924,628) 3,103, ,082 Other non-current assets (3,127,093) (9,465,771) (3,556,647) (12,186,911) Trade and other payables (433,120,692) (101,757,418) (6,843,766) (123,495,611) Cash received from unearned income 20 (87,746,842) (11,394,791) (87,746,842) (11,394,791) Advance received income 313,374, ,368,837 15,959,161 11,875,142 Paid liabilities from guarantee (133,050,829) (56,738,866) (33,856,626) - Other current liabilities (93,721,910) (54,655,985) (46,089,142) (1,791,152) Deposits from long-term lease agreement 35,001,962 81,322,651 18,040,318 49,145,445 Paid employee benefit (2,997,638) Other non-current liabilities (21,772,931) 28,507,539 (7,732,396) 922,699 Cash generated from operation 742,291, ,540, ,010, ,626,840 The accompanying notes are an integral part of this interim financial information. 11

13 WHA Corporation Public Limited Statements of Cash Flows (Unaudited) Notes Cash flows from operating activities (continued) Interest received 52,294,548 60,925, ,636 2,066,551 Interest paid (2,202,185,286) (1,602,794,080) (688,606,503) (663,745,902) Dividend received from operating activities 809,154, ,225, ,323,498 81,938,066 Income tax received 1,894, Income tax paid (297,401,782) (147,509,687) (22,529,877) (22,835,845) Net cash payments from operating activities (893,951,324) (449,612,034) (437,247,487) (441,950,290) Cash flows from investing activities Payments of temporary investment acquisition (3,528,000,000) (4,029,000,000) (3,468,000,000) (960,000,000) Proceeds from temporary investment disposal 4,857,395,150 5,232,588,242 3,314,352,000 2,526,999,999 Payments of short-term loans to related parties (20,000,000) (46,000,000) (2,273,726,544) (46,000,000) Proceeds from short-term loans to related parties 20,000,000 58,900,000 1,206,217,444 58,900,000 Decrease in restricted bank deposits 658,382-1,948,650 - Proceeds from capital reduction of available-for-sale investment 10 27,251,297 8,671,041 27,251,297 8,671,041 Proceeds from sale investment in available-for-sale 217,673, ,591,663 - Payments of investments in associates 11 (657,760,605) (46,691,620) - - Proceeds from sale investments in associates 7,323, Proceeds from capital reduction of investments in associates 36,720, Payments of investments in subsidiaries - (36,662,487,169) (2,418,835,345) (20,000,000,000) Proceeds from sale investments in subsidiaries 12-2,818,619, ,618 - Payments of interests in joint ventures 13 (339,128,335) (249,662,425) (322,525,000) (249,662,425) Proceeds from sale interests in joint ventures 1,274,999-56,555,012 - Payments of investment properties acquisition (1,547,028,693) (1,968,669,439) (802,291,059) (1,629,293,407) Interest paid to capitalise for investment properties (17,977,228) (13,135,719) (17,977,228) (13,135,719) Proceeds from sale investment properties - 50,336,594-16,836,594 Payments of property, plant and equipment acquisition (219,967,370) (192,073,173) (2,192,913) (3,177,721) Proceeds from sale property, plant and equipment 1,916, ,215, ,885 15,001 Payments of disposals of investment property s income tax - (106,164,417) - (106,164,417) Dividend received from investing activities 25,053,208-22,199, ,900,000 Cash paid for sinking fund - (3,641,277) - - Net cash payments from investing activities (1,134,595,220) (35,038,193,692) (4,458,158,186) (20,125,111,054) The accompanying notes are an integral part of this interim financial information. 12

14 WHA Corporation Public Limited Statements of Cash Flows (Unaudited) Notes Cash flows from financing activities Proceeds from short-term loans 19,628,740,341 1,500,000,000 2,444,000,000 1,500,000,000 Repayments of short-term loans (14,673,612,909) - (1,609,000,000) - Proceeds from short-term loans from related parties - - 1,035,000,000 76,000,000 Repayments of short-term loans from related parties - - (1,508,000,000) (275,500,000) Proceeds from long-term loans 17 13,612,623,900 31,954,251,346 2,718,613,900 11,296,503,884 Repayments of long-term loans 17 (18,707,712,720) (7,163,402,662) (3,725,332,700) (3,914,500,000) Proceeds from debentures 6,260,000,000 2,750,000,000 6,260,000,000 2,750,000,000 Payments of issue debentures (11,959,044) (5,100,691) (11,959,044) (5,100,691) Repayments of debentures (1,630,000,000) (1,500,000,000) (1,630,000,000) - Proceeds from capital increase 836 8,935,244, ,935,244,865 Payments of change in parent's ownership interests in subsidiaries (2,418,613,982) Dividend paid (13,578,320) (304,760,419) - - Payments of non-controlling interest - (1,182) - - Net cash receipts from financing activities 2,045,888,102 36,166,231,257 3,973,322,992 20,362,648,058 Net increase (decrease) in cash and cash equivalents 17,341, ,425,531 (922,082,681) (204,413,286) Cash and cash equivalents at the beginning of the period 2,554,719, ,937, ,969, ,693,850 Exchange effect on cash and cash equivalents (14,758,498) (740,326) - - Cash and cash equivalents at the end of the period 2,557,302,221 1,048,622,814 71,887, ,280,564 Non-cash transactions Significant non-cash transactions for the nine-month period ended 30 September are as follows: Account payables from investment properties acquisition 304,909, ,616, ,031, ,811,845 Account payables from investment in subsidiaries ,967 The accompanying notes are an integral part of this interim financial information. 13

15 WHA Corporation Public Limited 1 General information WHA Corporation Public Limited ( the ) is a public limited company which is listed on the Stock Exchange of Thailand and is incorporated and resident in Thailand. The address of the s registered office is as follows: 1121 Moo.3 Theparak Road, Theparak, A.Mueang Samut Prakarn, Samut Prakarn For reporting purposes, the and its subsidiaries are referred to as the Group. This interim consolidated and company financial information has been authorised for issue by the Board of Directors on 10 November This interim consolidated and company financial information has been reviewed, not audited. 2 Accounting policies 2.1 Basis of preparation This interim consolidated and company financial information was prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission. The primary financial information (i.e. statement of financial position, statements of comprehensive income, changes in shareholders equity and cash flows) is prepared in the full format as required by the Securities and Exchange Commission. The notes to financial information are prepared in a condensed format according to Thai Accounting Standard 34 (revised 2014), Interim Financial Reporting and additional notes are presented as required by the Securities and Exchange Commission under the Securities and Exchange Act. The interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December An English version of the interim consolidated and company financial information has been prepared from the interim financial information that is in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language interim financial information shall prevail. The accounting policies used in the preparation of the interim financial information are consistent with those used in the financial statements for the year ended 31 December 2015, except as described in note 3. Costs that are incurred unevenly during the financial period are anticipated or deferred in the interim report only if it would also be appropriate to anticipate or defer such costs at the end of the financial year. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss. 2.2 Revised accounting standards, revised financial reporting standards, and related interpretations The Group has applied the revised financial reporting standards effective on 1 January 2016 which were disclosed to financial statement for the year ended 31 December The application of those financial reporting standards does not have significant impact to the interim financial information. 14

16 WHA Corporation Public Limited 3 Business combination On 17 March 2015, the Group has acquired 92.88% shares of Hemaraj Land and Development Public Limited and its subsidiaries. As at 31 December 2015, the initial accounting for the business combination was incomplete. The Group recognised provisional amounts for the items for which the accounting was incomplete in the financial statements for the year ended 31 December During the period, the Group received the information seeking about facts and circumstances that existed as at the acquisition date and adjusted the assets and liabilities recognised at the acquisition date as follows: Balance as previously Restated reported Adjustment balance Cash and cash equivalents 3,901,207,676-3,901,207,676 Trade and other receivables, net 134,447, ,447,631 Short-term loan to related parties 1,428,777,959-1,428,777,959 Inventories 7,920,000-7,920,000 Cost of real estate developments, net 15,876,204,015-15,876,204,015 Other current assets 42,242,743-42,242,743 Available-for-sale investment 580, ,626 Investments in associates 8,334,087,200 (268,308,500) 8,065,778,700 Other long - term investment, net 321,891, ,891,412 Intangible assets 5,199,791,195-5,199,791,195 Investment properties, net 10,020,523,555-10,020,523,555 Net assets for rent 134,573, ,573,545 Property, plant and equipment, net 3,633,306,731-3,633,306,731 Other non-current assets, net 253,297, ,297,577 Trade and other payables (2,053,890,902) - (2,053,890,902) Current portion of long-term borrowings from financial institutions (108,695,722) - (108,695,722) Current portion of debentures, net (1,510,114,815) - (1,510,114,815) Income tax payable (63,532,421) - (63,532,421) Other current liabilities (192,415,063) - (192,415,063) Long-term borrowings from financial institutions, net (1,349,035,100) - (1,349,035,100) Debentures, net (14,727,679,520) - (14,727,679,520) Deferred tax liabilities, net (2,163,950,618) 28,857,540 (2,135,093,078) Employee benefit obligations (67,809,656) - (67,809,656) Provision for liabilities arising from guarantee rental income (187,170,196) - (187,170,196) Rental income and right deferred expense (191,792,815) - (191,792,815) Other non-current liabilities (348,842,505) - (348,842,505) Total identifiable net assets 26,323,922,532 (239,450,960) 26,084,471,572 Non-controlling interests (3,095,822,379) - (3,095,822,379) Goodwills 17,335,594, ,450,960 17,575,045,652 Total consideration 40,563,694,845-40,563,694,845 15

17 WHA Corporation Public Limited 3 Business combination (continued) Goodwills allocation is adjusted as follows: Balance as previously Restated reported Adjustment balance Synergy 4,245,408,918-4,245,408,918 Real Estate 9,942,006,923-9,942,006,923 Power 1,922,756, ,450,960 2,162,207,653 Water 1,225,422,158-1,225,422,158 17,335,594, ,450,960 17,575,045,652 4 Estimates The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this interim financial information, the significant judgements made by management in applying the s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December Segment information The reported operating segments in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Board of Directors that makes strategic decisions. The factors used to identify the Group s reportable segments include types of products and services, and geographical areas. There are four reportable segments i.e. (1) real estate business (2) power business (3) other domestic business and (4) holding company in overseas. The Board of Director assesses the performance of the operating segments based on revenues from segment. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. The s revenues between segments are carried out at arm s length. The revenue from external parties reported to the Board of Director is measured in a manner consistent with that in the income statement. 16

18 WHA Corporation Public Limited 5 Segment information (continued) Incomes and profits information by business segment for the nine-month period ended 30 September are as follows: Domestic Overseas Domestic Overseas Real Estate Power Other Holding Real Estate Power Other Holding business business business company Total business business business company Total Revenue from lease and services 1,590,740,538-1,109,728,674-2,700,469,212 1,545,127, ,630,427-2,130,757,502 Revenue from sales of real estate 1,139,307, ,139,307, ,117, ,117,018 Total sales and services income 2,730,048,357-1,109,728,674-3,839,777,031 2,276,244, ,630,427-2,861,874,520 Profit (loss) from operations 104,307,967 (11,522,989) 846,794,077 (804,735) 938,774, ,785,794 (836,237) 502,112,227 (1,046,187) 889,015,597 Other income 272,748,175 57,575,160 4,665,092 (22,340) 334,966, ,939,787 9, , ,909, ,531,904 Finance costs (1,736,040,186) (14,051,013) (105,503,150) - (1,855,594,349) (1,585,585,356) - (14,470) - (1,585,599,826) Share of profit of associates and joint ventures 32,297,572 1,128,988, ,161,286,335 41,355, ,170, ,526,269 Income tax 55,760,848 (12,478,953) (30,184,570) - 13,097,325 (29,596,736) 152,577 (25,147,166) - (54,591,325) Profit (loss) for the period (1,270,925,624) 1,148,510, ,771,449 (827,075) 592,529,718 (1,043,101,001) 610,496, ,624, ,862, ,882,619 Profit attributable to non-controlling interests (95,550,504) (125,090,574) Profit attributable to owners of the parent 496,979, ,792,045 17

19 WHA Corporation Public Limited 5 Segment information (continued) Assets and liabilities information by business segment are as following: 30 September December 2015 (Restated) Domestic Overseas Domestic Overseas Real Estate Power Other Holding Real Estate Power Other Holding business business business company Total business business business company Total Segment assets 49,710,926,944 13,291,629,851 8,849,413,618 9,003,428 71,860,973,841 50,446,765,798 10,672,874,861 8,568,207,696 11,013,638 69,698,861,993 Unallocated assets 8,658,174,372 9,367,361,741 Total assets 80,519,148,213 79,066,223,734 Segment liabilities 18,578,695, ,526,581 11,775,736,874 72,195 30,554,031,608 27,005,044, ,537,577 1,340,616,255 63,183 28,533,261,247 Unallocated liabilities 30,132,570,638 28,874,231,816 Total liabilities 60,686,602,246 57,407,493,063 Segment depreciation and amortisation 323,122, ,616, ,739, ,248, ,333, ,581,710 Unallocated depreciation 8,236,016 38,304,378 Unallocated amortisation 1,513,792 9,987,371 Total depreciation and amortisation 436,489, ,873,459 18

20 WHA Corporation Public Limited 6 Fair value Fair value estimation The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). The following table presents the group s financial assets that are measured at fair value at 30 September Level 1 Level 2 Level 3 Total Asset Temporary investment 198,402, ,402,815 Available-for-sale investment 2,858,004, ,858,004,025 3,056,406, ,056,406,840 Level 1 Level 2 Level 3 Total Asset Temporary investment 174,878, ,878,521 Available-for-sale investment 2,857,525, ,857,525,120 There were no transfers between Level 1 and 2 during the period. 3,032,403, ,032,403,641 7 Trade and other receivables, net 30 September 31 December 30 September 31 December Trade receivables 294,123, ,576,273 18,277,877 32,566,563 Less Allowance for doubtful debt (22,197,884) (23,001,905) ,926, ,574,368 18,277,877 32,566,563 Amounts due from related parties (Note 24.2) 2,038,419 4,228,098 26,537,601 42,517,587 Prepaid expenses 39,257,720 30,047,059 3,775,040 5,841,565 Accrued income 15,957,721 44,670,980 2,396,515 4,881,062 Deposits 24,656,151 24,353,704 23,306,151 24,353,704 Others 116,106,380 28,956,117 18,412,976 4,335, ,942, ,830,326 92,706, ,496,273 19

21 WHA Corporation Public Limited 7 Trade and other receivables, net (continued) Outstanding trade receivables can be analysed as follows: 30 September 31 December 30 September 31 December Within due 152,065, ,042,058 10,416,064 11,106,893 Overdue Up to 3 months 114,386,130 21,532,312 2,403,546 6,392, months 1,676, , ,195 9,771, months 5,487,398 3,660,455 4,576,285 4,509,797 Over 12 months 20,508,561 18,378, , , ,123, ,576,273 18,277,877 32,566,563 Less Allowance for doubtful debt (22,197,884) (23,001,905) - - Outstanding amounts due from related parties can be analysed as follows: 271,926, ,574,368 18,277,877 32,566, September 31 December 30 September 31 December Within due 2,038,419 4,228,098 26,537,601 42,517,587 8 Real estate development costs The movements of real estate development costs during the nine-month period ended 30 September 2016 are as follows: Opening balance 15,425,268,393 - Additions 903,303,539 - Transfer from investment properties (Note 15) 193,597,273 - Transfer to investment properties (Note 15) (174,385,869) - Classify to other non-current assets (154,539,133) - Recognise as expense (780,087,869) - Closing balance 15,413,156,334 - During the period, the Group transferred real estate development costs to investment properties due to change in use and classified real estate development costs to other non-current assets due to change of project development plan. The partial of land has been pledged as securities for loans (Note 17). 20

22 WHA Corporation Public Limited 9 Non-current assets held for sale The assets and liabilities of 4 projects (31 December 2015: 2 projects) have been presented as held for sale following the approval of the Group s management. The assets and liabilities of 3 projects (31 December 2015: 1 project) have been presented as held for sale following the approval of the Group s management. Non-current assets held for sale s assets and liabilities were premeasured to the lower of carrying amount and fair value less costs to sell at the date of held for sale classification. The major classes of assets and liabilities of non-current assets held for sale are as follows: 30 September 31 December 30 September 31 December Assets of disposal group classified as held for sale Investment properties 7,119,651,818 3,978,594,066 3,295,296, ,238,952 Property, plant and equipment 18,589,909-18,589,909 - Leasehold rights 50,870,240-50,870,240 - Deferred income from operating lease agreement 37,307,970 7,537,385 29,770,585 - Other non-current assets 11,258, ,000 11,258, ,000 7,237,678,176 3,986,725,451 3,405,785, ,832,952 Liabilities directly associated with assets classified as held for sale Long-term loans 1,176,268,700-1,176,268,700 - Interest payable 166, ,216 - Deposits from long-term lease agreement 275,477, ,277, ,743,155 3,503,745 Deferred expenses from operating lease agreement 8,420,926-8,420,926-1,460,333, ,277,429 1,317,598,997 3,503,745 During the period, the ceased to classify the assets and liabilities of 1 project as held for sale due to subsequent uncertainty that buyer could not follow the initial commitment, so management decided to cease the plan of sale. and Investment properties classified as held for sale of 1,832 million (31 December 2015: nil) have been pledged as securities for loans (Note 17). 21

23 WHA Corporation Public Limited 10 Available-for-sale investment The movements of available-for-sale investment during the nine-month period ended 30 September 2016 are as follows: Opening balance 2,286,296,330 2,285,800,350 Purchase securities 743,449, ,449,220 Capital reduction of securities (27,251,297) (27,251,297) Capital disposal of securities (213,965,400) (213,947,545) Adjust securities value from merge 14 - Change in revaluation 69,475,158 69,474,392 Closing balance 2,858,004,025 2,857,525, Investments in associates Proportion of ordinary shares held by (%) Proportion of ordinary shares held by the group (%) Place of business and country of 30September 31 December 30September 31 December Associates incorporation GHECO - One Limited Thailand Houay Ho Thai Limited Thailand Hemaraj Industrial Property and Thailand Leasehold Fund Houay Ho Power Limited Lao People s Democratic Republic Gulf JP NLL Limited Thailand Gulf Solar Limited and its Thailand subsidiaries: Gulf Solar KKS Limited Thailand Gulf Solar BV Limited Thailand Gulf Solar TS1 Limited Thailand Gulf Solar TS2 Limited Thailand Bowin Clean Energy Limited Thailand Gulf VTP Limited Thailand Gulf TS1 Limited Thailand Gulf TS2 Limited Thailand Gulf TS3 Limited Thailand Gulf TS4 Limited Thailand Glow Hemaraj Wind Limited Thailand

24 WHA Corporation Public Limited 11 Investments in associates (continued) The movements of investments in associates during the nine-month period ended 30 September 2016 are as follows: Opening balance 9,352,156,439 - Retrospective adjustments (Note 3) (268,308,500) - Opening balance (Restated) 9,083,847,939 - Additions 657,760,605 - Disposals (7,969,000) - Capital reduction of associates (53,824,378) - Share of profit 1,179,775,613 - Dividend (705,831,464) - Reclassify to interests in joint ventures (Note 13) (553,245) - Closing balance 10,153,206,070 - During the period, the 6 associates issued increased ordinary shares. The Group purchased all increased ordinary shares to maintain their ownership interest. The Group received capital reduction of an associate as their ownership interest. During the period, the Group reclassified investment in Glow Hemaraj Wind Limited from investments in associates to interests in joint ventures, as the Group has joint control over this company. Ordinary share of GHECO - One Limited of million shares (31 December 2015: million shares) has been pledged as securities for loans (Note 17). 23

25 WHA Corporation Public Limited 12 Investments in subsidiaries Place of business and Proportion of ordinary shares held by (%) Proportion of ordinary shares held by the group (%) country of 30 September 31 December 30 September 31 December Subsidiaries incorporation Warehouse Asia Alliance Co., Ltd. Thailand WHA Alliance Co., Ltd. Thailand WHA Real Estate Management Thailand Co., Ltd. WHA Corporation (International) Limited Republic of Mauritius WHA Corporation (Hong Kong) Limited Hong Kong WHA Venture Holdings Co., Ltd. Thailand WHA Infonite Holdings Co., Ltd. Thailand PT WHA International Indonesia Indonesia Hemaraj Land and Development Public Thailand Limited Eastern Industrial Estate Limited Thailand Eastern Seaboard Industrial Estate (Rayong) Thailand Limited Hemaraj Eastern Seaboard Industrial Estate Thailand Limited Hemaraj Saraburi Industrial Land Thailand Limited Eastern Pipeline Services Limited Thailand Rayong 2012 Limited Thailand H-International (BVI) Limited British Virgin Hemaraj International Limited Cayman Island H-Construction Management and Engineering Thailand Limited The Park Residence Limited Thailand SME Factory Limited Thailand WHA Utilities and Power Public Thailand Limited (formerly named Hemaraj Clean Water Limited) Hemaraj Eastern Seaboard Industrial Estate 4 Thailand Limited Eastern Seaboard Property and Marina Thailand Services Limited Hemaraj Reit Management Limited Thailand H-International (SG) PTE. LTD. Singapore Hemaraj Energy 3 Limited Thailand Hemaraj Rayong Industrial Land Thailand Limited Hemaraj Water Limited Thailand Hemaraj Energy Limited Thailand Hemaraj Energy 2 Limited Thailand WHA Hemaraj International Thailand Limited WHA Hemaraj Land and Development (SG) Singapore PTE.LTD. The movements of investments in subsidiaries during the nine-month period ended 30 September 2016 are as follows: Opening balance - 20,909,832,657 Additions - 2,418,613,900 Disposals - (324,618) Closing balance - 23,328,121,939 During the period, WHA Venture Holdings Co., Ltd. issued increased ordinary shares. The purchased all increased ordinary shares to maintain their ownership interest. The sold all ordinary shares of WHA Corporation (Hong Kong) Limited to WHA Alliance Co., Ltd., the s subsidiary. Ordinary shares of Hemaraj Land and Development Public Limited, WHA Utilities and Power Public Limited, and Hemaraj Energy 2 Limited have been pledged as securities for loans (Note 17). 24

26 WHA Corporation Public Limited 13 Interests in joint ventures Proportion of ordinary shares held by (%) Proportion of ordinary shares held by the group (%) Place of business and country of 30 September 31 December 30 September 31 December Joint ventures incorporation WHA Gunkul Green Solar Roof 1 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 2 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 3 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 4 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 5 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 6 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 8 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 9 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 10 Thailand Co., Ltd. WHA Gunkul Green Solar Roof 16 Thailand Co., Ltd. WHA Gunkul Green Solar Roof 17 Thailand Co., Ltd. WHA KPN Alliance Co., Ltd. Thailand Central WHA Alliance Co., Ltd. Thailand WHA Daiwa Logistics Property Co., Ltd Genesis Data Center Co., Ltd. Thailand Eastern Seaboard Clean Energy Thailand Limited and its subsidiaries: Glow Hemaraj Wind Thailand Limited Chonburi Clean Energy Thailand Limited Rayong Clean Energy Limited Thailand The movements of interests in joint ventures during the nine-month period ended 30 September 2016 are as follows: Opening balance 527,151, ,062,608 Additions 339,128, ,525,000 Disposal (490,882) (46,062,608) Share of loss (18,489,278) - Reclassify from investments in associates (Note 11) 553,245 - Closing balance 847,853, ,525,000 During the period, the jointly invested in 2 joint ventures and disposed all ordinary shares of the 11 joint ventures to Hemaraj Energy Limited, the Group s subsidiary. During the period, the Group jointly invested in 4 joint ventures and reclassified investment in Glow Hemaraj Wind Limited from investments in associates to interests in joint ventures, as the Group has joint control over this company. 25

27 WHA Corporation Public Limited 14 Other long-term investments, net The movements of other long-term investments during the nine-month period ended 30 September 2016 are as follows: Allowance for Net Cost impairment book value Opening balance 311,586,277 (717,000) 310,869,277 Amortisation (10,414,018) - (10,414,018) Closing balance 301,172,259 (717,000) 300,455,259 Ordinary share of million shares (31 December 2015: million shares) has been pledged as securities for loans (Note 17). 15 Investment properties, net The movements of investment properties during the nine-month period ended 30 September 2016 are as follows: Opening net book amount 14,638,562,420 10,199,455,250 Additions 1,094,210, ,666,359 Depreciation charge (230,034,867) (153,605,534) Currency translation differences 4,196,742 - Transfer from real estate development costs (Note 8) 174,385,869 Transfer to real estate development costs (Note 8) (193,597,273) - Classify to assets held for sale (3,295,296,704) (3,295,296,704) Cease to classify to assets held for sale 154,238, ,238,952 Closing net book amount 12,346,665,873 7,461,458,323 During the period, the Group transferred investment properties to real estate development costs due to change in use. and As at 31 December 2015, investment properties of 2,221 million have been pledged as securities for loans (Note 17). 16 Property, plant and equipment, net The movements of property, plant and equipment during the nine-month period ended 30 September 2016 are as follows: Opening net book amount 3,842,135,242 54,109,001 Additions 219,967,370 2,192,913 Disposals (596,561) (464,183) Depreciation charge (191,877,536) (8,079,283) Reclassify to other non-current assets (152,480) - Classify to assets held for sale (18,589,909) (18,589,909) Closing net book amount 3,850,886,126 29,168,539 26

28 WHA Corporation Public Limited 17 Loans 30 September 31 December 30 September 31 December Current Short-term loans from financial institutions 6,654,616,363 1,693,186,570 2,521,829,393 1,693,186,570 Current portion of long-term loans 4,990,741,580 11,714,085,638 69,864, ,219,639 Short-term loans from related parties (Note 24.5) ,500, ,500,000 Short-term loans from others 40,000,000 40,000, ,685,357,943 13,447,272,208 2,917,194,132 3,480,906,209 Non-current Long-term loans 9,825,668,546 9,227,931, ,918,904 1,470,281,115 9,825,668,546 9,227,931, ,918,904 1,470,281,115 Total loans 21,511,026,489 22,675,203,832 3,165,113,036 4,951,187,324 The movements of long-term loans during the nine-month period ended 30 September 2016 are as follows: Opening balance 20,942,017,262 2,459,500,754 Additions 13,612,623,900 2,718,613,900 Repayments (18,707,712,720) (3,725,332,700) Amortisation front-end fee 145,750,384 41,270,389 Classify to liabilities associated with assets held for sale (1,176,268,700) (1,176,268,700) Closing balance 14,816,410, ,783,643 Long-term loans (including portion classified to liabilities associated with assets held for sale) of 15,080 million (31 December 2015: 20,272 million) are secured by saving accounts, cost of real estate developments (Note 8), investment properties classified as held for sale (Note 9), associates ordinary shares (Note 11), subsidiaries ordinary shares (Note 12), and other related parties ordinary shares (Note 14). Long-term loans (including portion classified to liabilities associated with assets held for sale) of 581 million (31 December 2015: 1,790 million) are secured by and subsidiaries saving accounts, s investment properties classified as held for sale (Note 9), and subsidiaries ordinary shares (Note 12). 27